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BOSTON TECHNOLOGY, INC.
100 Quannapowitt Parkway
Wakefield, MA 01880
September 14, 1995 VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Boston Technology, Inc.
Commission File No. 0-17384
Form 10-QA
Dear Sir/Madam:
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), enclosed for filing in EDGAR electronic
format is a copy of our Amended Form 10-Q for the quarter ended
July 31, 1995.
Enclosed are pages 1 and 2 of Exhibit 3, the Amendment to the Certificate of
Incorporation, which were incorrectly missing from our original EDGAR
submission dated September 13, 1995.
If you have any questions or comments regarding the enclosed material,
please contact the undersigned.
Very truly yours,
/s/ Carol B. Langer
________________________________
Carol B. Langer, Secretary
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EXHIBIT 3
PAGE 1
State of Delaware
Office of the Secretary of State
________________________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "BOSTON TECHNOLOGY, INC.", FILED IN THIS OFFICE ON THE TENTH
DAY OF JULY, A.D. 1995, AT 3 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
__________________________________
Edward J. Freel, Secretary of State
AUTHENTICATION: 7571001
2211686 8100
DATE: 07-12-95
950155621
Page 12
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EXHIBIT 3
PAGE 2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BOSTON TECHNOLOGY, INC.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
___________________________________________
BOSTON TECHNOLOGY, INC, (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: At a meeting of the Board of Directors of the Corporation
held on March 1, 1995, a resolution was duly adopted, pursuant to
Section 242 of the General Corporation Law of the State of Delaware,
setting forth an amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and submitting
said amendment to the stockholders of the Corporation for considera-
tion thereof. A majority of the stockholders of the Corporation
approved said proposed amendment, at a meeting held on June 22, 1995,
in accordance with Section 242 of the General Corporation Law of the
State of Delaware. The resolution setting forth the amendment is as
follows:
RESOLVED: That Section 5.01 of the Corporation's Certificate of
Incorporation be and it hereby is deleted in its entirety and the following
paragraph is inserted in lieu thereof:
"5.01 Authorized Shares. The aggregate number of shares of
Common Stock the Company shall have authority to issue is
Sixty Million (60,000,000), $.001 par value. All shares of
the Company shall be issued for such consideration, expressed
in dollars, as the Board of Directors may, from time to time,
determine."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereto
affixed and this Certificate of Amendment of Certificate of Incorporation to
be signed by its President and attested by its Secretary this 22nd day of
June, 1995,
BOSTON TECHNOLOGY, INC.
By:/s/ John C.W. Taylor
_______________________
John C.W. Taylor
President and Chief
Executive Officer
Corporate Seal
Attest: /s/ Carol B. Langer
______________________
Carol B. Langer,
Secretary
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